UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

Form 8-K
_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): June 4, 2019  

Aptose Biosciences Inc.
(Exact Name of Registrant as Specified in Charter)

Canada 001-32001 98-1136802
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

 

251 Consumers Road, Suite 1105, Toronto, Ontario, Canada M2J 4R3
(Address of Principal Executive Offices) (Zip Code)

647-479-9828
(Registrant's telephone number, including area code)


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  [   ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [   ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  [   ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  [   ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ X ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ X ]

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares, no par value APTO Nasdaq Capital Market
 
 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 4, 2019, Aptose Biosciences Inc., or the “Corporation”, held its Annual General Meeting of Shareholders.  At the meeting, shareholders voted in favor of all items of business, as indicated below:

 

Proposal No. 1—Election of Directors

 

The Corporation’s shareholders voted to elect the following persons to the board of directors of the Corporation, each to serve until the 2020 Annual General Meeting:

 

Nominee   Votes For % Votes For  

Votes

Withheld

%Votes Withheld Broker Non-Votes
Ms. Carol G. Ashe   8,948,469 99.39   54,620 0.61 19,413,447
Dr. Denis Burger   8,945,198 99.36   57,891 0.64 19,413,447
Ms. Caroline M. Loewy   8,949,720 99.41   53,369 0.59 19,413,447
Dr. Erich Platzer   8,942,016 99.32   61,073 0.68 19,413,447
Dr. William G. Rice   8,960,749 99.53   42,340 0.47 19,413,447
Dr. Mark D. Vincent   8,945,260 99.36   57,829 0.64 19,413,447
Mr. Warren Whitehead   8,938,937 99.29   64,152 0.71 19,413,447

 

Proposal No. 2—Appointment of Independent Registered Public Accounting Firm

 

The Corporation’s shareholders voted to approve the appointment of KPMG LLP as the independent registered public accounting firm of the Corporation until the next annual shareholders’ meeting or until a successor is named.

 

Votes For % Votes For Vote Against % Votes Against Abstain

Broker Non-

Votes

28,266,388 99.47 106,747 0.38 43,401 0

 

Proposal No. 3—Amendment to By-Law No. 2

 

The Corporation’s shareholders voted to approve amendments to by-law No. 2 which increases the quorum for any meeting of shareholders to two persons present at the opening of the meeting who are entitled to vote thereat either as shareholders or as proxy holders and holding or representing not less than 33-1/3% of the outstanding common shares entitled to be voted at the meeting.

 

Votes For % Votes For Vote Against % Votes Against Abstain

Broker Non-

Votes

8,831,049 98.09 114,223 1.27 57,817 19,413,447

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

           Exhibit 99.1. Press release, dated June 4, 2019

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  Aptose Biosciences Inc.
     
   
Date: June 4, 2019 By:  /s/ Gregory K. Chow        
    Gregory K. Chow
    Senior Vice President and Chief Financial Officer
   

EXHIBIT 99.1

Aptose Biosciences Announces Results of Annual and Special Meeting of Shareholders

SAN DIEGO and TORONTO, June 04, 2019 (GLOBE NEWSWIRE) -- Aptose Biosciences Inc. (“Aptose” or the “Company”) (NASDAQ: APTO, TSX: APS), a clinical-stage company developing highly differentiated therapeutics targeting the underlying mechanisms of cancer, today announced the voting results from the Company’s annual and special meeting of shareholders held today, June 4, 2019 (the “Meeting”). A total of 68.44% of the issued and outstanding common shares of the Company were represented in person and by proxy at the Meeting.

The Company is pleased to announce that all of the nominees listed in the proxy statement dated April 25, 2019 were elected as directors. Each of the directors was elected with greater than 99% of the votes cast by shareholders present at the Meeting or represented by proxy. The results of the vote are detailed below:

Nominee   Votes For   % Votes For   Votes Withheld   % Votes
                Withheld
Ms. Carol G. Ashe   8,948,469   99.39   54,620   0.61
Dr. Denis Burger   8,945,198   99.36   57,891   0.64
Ms. Caroline M. Loewy   8,949,720   99.41   53,369   0.59
Dr. Erich Platzer   8,942,016   99.32   61,073   0.68
Dr. William G. Rice   8,960,749   99.53   42,340   0.47
Dr. Mark D. Vincent   8,945,260   99.36   57,829   0.64
Mr. Warren Whitehead   8,938,937   99.29   64,152   0.71

         
Aptose shareholders also voted to re-appoint KPMG LLP as the independent registered public accounting firm of the Company and to ratify an amendment to the Company’s by-laws to increase the quorum for meetings of its shareholders.

Please refer to the Company’s proxy statement available on SEDAR at www.sedar.com or EDGAR https://www.sec.gov/edgar.shtml for more details on the matters covered at the Meeting. Final voting results on all matters voted on at the Meeting will also be filed on SEDAR and EDGAR.

About Aptose

Aptose Biosciences is a clinical-stage biotechnology company committed to developing personalized therapies addressing unmet medical needs in oncology, with an initial focus on hematology. The company's small molecule cancer therapeutics pipeline includes products designed to provide single agent efficacy and to enhance the efficacy of other anti-cancer therapies and regimens without overlapping toxicities. The company has two clinical-stage investigational products for hematologic malignancies: CG-806, an oral, first-in-class pan-FLT3/pan-BTK multi-cluster kinase inhibitor, is in a Phase 1 trial in patients with relapsed or refractory B cell malignancies, including chronic lymphocytic leukemia (CLL), small lymphocytic lymphoma (SLL) and non-Hodgkin lymphoma (NHL), who have failed or are intolerant to standard therapies; APTO-253, the only clinical stage agent that directly targets the MYC oncogene and inhibits its expression, is in a Phase 1b clinical trial for the treatment of patients with relapsed or refractory acute myeloid leukemia (AML) or high risk myelodysplastic syndrome (MDS).

For further information, please contact:

Aptose Biosciences SMP Communications
Greg Chow Susan Pietropaolo
Senior Vice President, CFO 201-923-2049
650-718-5028 susan@smpcommunications.com
gchow@aptose.com  
   
  LifeSci Advisors, LLC
  Daniel Ferry
  Managing Director
  617-535-7746
  Daniel@lifesciadvisors.com